Vestar James Center LLC v. Wings Boss LLC

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE 10 VESTAR JAMES CENTER, LLC, CASE NO. 3:24-cv-05867-MJP 11 Plaintiff, SECOND ORDER TO SHOW CAUSE 12 v. 13 WINGS BOSS LLC, a Washington limited liability company and SA 14 FOOD SERVICE LLC, 15 Defendants.

17 The Court issues this Second Order to Show Cause in response to Plaintiff Vestar James Center LLC’s Supplemental Corporate Disclosure (Dkt. No. 19.) On January 15, 2025, the Court ordered Plaintiff to “identify[] the member/owners of Vestar Retail Properties III, LLC, and what their citizenship may be for the purposes of jurisdiction under 28 U.S.C. § 1332[,]” and futher specified that “[i]f subsequently identified member/owners are also LLCs, Plaintiff must identify their citizenship as well.” (Dkt. No. 18 at 2.) Plaintiff’s Supplemental Corporate Disclosure states that “Vestar Retail Properties III, LLC has two members: VDC Cardon Grande Investor, LLC and Vestar Manager RP, LLC; both of which are Delaware limited liability companies, and both of which are citizens of Delaware.” (Dkt. No. 19 at 2.) However, Plaintiff fails to identify the member/owners of VDC Cardon Grande Investor, LLC and Vestar Manager RP, LLC.

4 Plaintiff’s supplemental disclosure still does not show complete diversity between the parties. For purposes of diversity jurisdiction “an LLC is a citizen of every state of which its owners/members are citizens.” Johnson v. Columbia Properties Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006). By failing to identify the members/owners of VDC Cardon Grande Investor, LLC and Vestar Manager RP, LLC, and their citizenship, the Court is unable to determine the citizenship of Vestar Retail Properties III, LLC or Plaintiff Vestar James Center LLC. The citizenship inquiry cannot end at an LLC; Plaintiff must continue to identify the members/owners of each subsequent LLC until no such entities remain. Only then will the Court be able to determine whether there is complete diversity between the Parties.

13 Plaintiff is hereby ORDERED to SHOW CAUSE as to how the Court has subject matter jurisdiction over this action and why it should not dismiss it for lack of diversity jurisdiction.

15 Within 14 days of this Order, Plaintiff shall file a supplemental Fed. R. Civ. P. 7.1(b) diversity disclosure identifying the member/owners of VDC Cardon Grande Investor, LLC and Vestar Manager RP, LLC, and the citizenship of those members/owners. Plaintiff must do the same for any subsequently identified LLCs.

19 The clerk is ordered to provide copies of this order to all counsel.

20 Dated February 26, 2025.

A Marsha J. Pechman United States Senior District Judge